WP Glimcher Announces Leadership Transition and Proposed Corporate Change of Name
- Resignation of Michael P. Glimcher as Vice Chairman, Chief Executive Officer and Director
- Louis G. Conforti to serve as Interim CEO
- Robert J. Laikin to serve as non-executive Chairman of the Board of Directors
- Robert P. Demchak appointed Executive Vice President, General Counsel and Corporate Secretary
- John F. Levy and John J. Dillon to join the Board of Directors
- Niles C. Overly resigns as a member of the Board of Directors
- Proposed Corporate Name Change to Washington Prime Group Inc.
COLUMBUS, OH – June 20, 2016 – WP Glimcher Inc. (NYSE: WPG), a premier retail real estate investment trust specializing in the ownership, management and development of shopping centers, today announced the following leadership changes to the Executive team and Board of Directors, as well as the proposed change of the Company’s name to Washington Prime Group Inc. The Company expects to take a charge associated with the management changes and investigation of strategic alternatives in the second quarter of 2016.
Resignation of Michael P. Glimcher as Vice Chairman, Chief Executive Officer and Director
On June 20, 2016, Michael P. Glimcher resigned from his positions as Chief Executive Officer of the Company and Vice Chairman of the Board and also resigned from the Board effective immediately.
Appointment of Louis G. Conforti as Interim Chief Executive Officer of the Company
On June 20, 2016, the Board appointed Mr. Louis G. Conforti, a current director of the Company, as Interim Chief Executive Officer. Mr. Conforti will remain as a member of the Board.
Lou Conforti stated: “During the next few months, the focus is straightforward: maximize current cash flow of the Company which involves traditional and innovative leasing as well as reducing G&A. In addition, an evaluation as it relates to the Company’s portfolio composition is to be undertaken. The bottom line is that we’ll be rolling up our sleeves and concentrating on the basics of our business.”
About Lou Conforti
Louis G. Conforti, 51, became a director of the Company on May 27, 2014. Since April 2014, Mr. Conforti has been a Principal/Executive Director of Colony Capital, Inc. as the Global Head of Strategy as well as focusing on publicly traded investing. Since December 2013, Mr. Conforti was Managing Director of Balyasny Asset Management LP, an alternative investment manager firm. Prior, Mr. Conforti was Global Head of Real Estate for UBS O’Connor, the alternative investment management division of UBS AG, a financial services firm, from October 2008 to November 2013. During that time, he also served as Senior Portfolio Manager of O’Connor Colony Property Strategies, a partnership with Colony Capital LLC. Previously, he was Managing Director and Head of Real Estate Investments at the hedge fund firm of Stark Investments, from January 2005 to October 2008. His predecessor real estate hedge fund, The Greenwood Group, was acquired by Stark Investments in January 2005. Mr. Conforti served as Co President and Chief Financial Officer of Prime Group Realty Trust, a publicly traded office and industrial property real estate investment trust, from June 2000 to October 2003, as its Executive Vice President Capital Markets, from June 1988 to November 1999, and as its Senior Vice President Capital Markets, from June 1998 to November 1999. Prior to that, Mr. Conforti worked at the investment banking firms of CIBC World Markets and Alex. Brown & Sons within their real estate investment banking and capital markets divisions.
Appointment of Robert P. Demchak as Executive Vice President, General Counsel and Corporate Secretary
On June 16, 2016, the Board appointed Robert P. Demchak as Executive Vice President, General Counsel and Corporate Secretary of the Company.
Changes in the Composition of the Board of Directors
On June 20, 2016, the Board appointed Mr. Robert J. Laikin, a current director of the Company, as non-executive Chairman of the Board.
In connection with becoming the Chairman of the Board, Mr. Laikin’s role as Lead Independent Director has been eliminated. Mr. Laikin will continue to serve on the Governance and Nominating and Compensation Committees of the Board.
Mr. Mark S. Ordan will remain as a director of the Company.
On June 20, 2016, the Board appointed Mr. John F. Levy and Mr. John J. Dillon as directors. The Board appointed Mr. Levy as Chair of the Company’s Audit Committee and as a member of the Governance and Nominating Committee and Mr. Dillon as Chair of the Company’s Compensation Committee and as a member of the Audit Committee.
On June 20, 2016, Niles C. Overly resigned from the Board.
The Board now consists of five independent members: Messrs. Laikin, Dillon and Levy, Ms. Jackie R. Soffer and Mr. Marvin L. White, as well as Messrs. Conforti and Ordan.
Ms. Soffer will continue to serve as Chair of the Governance and Nominating Committee and as a member of the Compensation Committee and Mr. White will continue to serve as a member of the Audit and Governance and Nominating Committees.
Proposed Name Change to Washington Prime Group Inc.
The Company will include a proposal to change its name to Washington Prime Group Inc. at its annual meeting of shareholders scheduled to be held on August 30, 2016. The branding change will take place over the next several months.
Lisa A. Indest, CAO & Senior VP, Finance, 614.887.5844 or email@example.com
Kimberly A. Green, Director of Investor Relations, 614.887.5647 or firstname.lastname@example.org
About WP Glimcher
WP Glimcher Inc. is a retail REIT and a recognized leader in the ownership, management, acquisition and development of retail properties, including mixed-use, open-air and enclosed regional malls as well as community centers. The Company currently owns a material interest in and manages 118 shopping centers totaling more than 67 million square feet diversified by size, geography and tenancy. WP Glimcher combines a national real estate portfolio with an investment grade balance sheet, leveraging its expertise across the entire shopping center sector to increase cash flow through rigorous management of assets and provide new opportunities to retailers looking for growth throughout the U.S. WP Glimcher® is a registered trademark of the Company. Learn more at www.wpglimcher.com.
Regulation Fair Disclosure (FD)
The Company routinely posts important information online on the investor relations website, www.investor.wpglimcher.com. The Company uses this website, press releases, SEC filings, conference calls, presentations and webcasts to disclose material, non-public information in accordance with Regulation FD. The Company encourages members of the investment community to monitor these distribution channels for material disclosures. Any information accessed through the Company’s website is not incorporated by reference into, and is not a part of, this document.
This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 which represent the current expectations and beliefs of management of WP Glimcher Inc. (“WPG”) concerning the proposed transactions, the anticipated consequences and benefits of the transactions and the targeted close date for the transactions, and other future events and their potential effects on WPG, including, but not limited to, statements relating to anticipated financial and operating results, the company’s plans, objectives, expectations and intentions, cost savings and other statements, including words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” and other similar expressions. Such statements are based upon the current beliefs and expectations of WPG’s management, and involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of WPG to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, without limitation: the ability to satisfy the conditions to transactions on the proposed terms and timeframe; the possibility that the transactions do not close when expected or at all; the ability to finance the transactions; the effect of the announcement of transaction(s) on the WPG’s relationships with their respective tenants, lenders or other business parties or on their operating results and businesses generally; changes in asset quality and credit risk; ability to sustain revenue and earnings growth; changes in political, economic or market conditions generally and the real estate and capital markets specifically; the impact of increased competition; the availability of capital and financing; tenant or joint venture partner(s) bankruptcies; the failure to increase mall store occupancy and same-mall operating income; risks associated with the acquisition, development, expansion, leasing and management of properties; risks related to the January 2015 merger with Glimcher Realty Trust (“Glimcher”), including the ability to fully and effectively integrate WPG’s business with that of Glimcher; changes in market rental rates; trends in the retail industry; relationships with anchor tenants; risks relating to joint venture properties; costs of common area maintenance; competitive market forces; the level and volatility of interest rates; the rate of revenue increases as compared to expense increases; the financial stability of tenants within the retail industry; the restrictions in current financing arrangements or the failure to comply with such arrangements; the liquidity of real estate investments; the impact of changes to tax legislation and WPG’s tax positions; failure to qualify as a real estate investment trust; the failure to refinance debt at favorable terms and conditions; loss of key personnel; material changes in the dividend rates on securities or the ability to pay dividends on common shares or other securities; possible restrictions on the ability to operate or dispose of any partially-owned properties; the failure to achieve earnings/funds from operations targets or estimates; the failure to achieve projected returns or yields on development and investment properties (including joint ventures); expected gains on debt extinguishment; changes in generally accepted accounting principles or interpretations thereof; terrorist activities and international hostilities; the unfavorable resolution of legal proceedings; the impact of future acquisitions and divestitures; assets that may be subject to impairment charges; significant costs related to environmental issues; and other risks and uncertainties, including those detailed from time to time in WPG’s statements and periodic reports filed with the Securities and Exchange Commission, including those described under “Risk Factors”. The forward-looking statements in this communication are qualified by these risk factors. Each statement speaks only as of the date of this press release and WPG undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances. Actual results may differ materially from current projections, expectations, and plans, if any. Investors, potential investors and others should give careful consideration to these risks and uncertainties.